Transaction Advisory Services

Miller Cooper has helped businesses and owners in a variety of buying and selling situations. From pre-transaction financial and tax due diligence and structuring to post-transaction accounting and integration, we provide a complete menu of services required for buying or selling a business. We have worked with buyers to provide such services as business plans and projections, due diligence on planned acquisitions and advice on potential sources of funding. We have helped sellers in such areas as preparing a business for sale and structuring a deal. Among the services we offer:

Acquisitions / Buy-Side

• Analyze accounting methods and financial reporting practices
• Assess historical quality of earnings and cash flows
• Verify reported adjustments to EBITDA
• Normalize historical earnings calculations
• Assess quality of acquired assets and completeness of assumed liabilities
• Consider and quantify off-balance sheet commitments
• Evaluate quality of working capital and calculate working capital benchmarks
• Provide assistance with valuation and purchase price
• Provide assistance with deal terms and sources of financing
• Provide tax analysis and deal structuring to maximize tax benefits

Post-Acquisition Services   Miller Cooper has a full bench of professionals to assist. Our post-closing services include:

• Purchase price allocation
• Working capital true-ups
• Conversion to Generally Accepted Accounting Principles (GAAP)
• Internal control analysis and systems improvement recommendation and improvement
• Outsourced CFO/controller/bookkeeper
• In-house recruiter focusing exclusively on searching and placing accounting professionals
• Income tax compliance (federal & state income tax, sales tax, payroll tax, etc.)
• Technology services (support, integration, hardware & software selection, etc.)
• Employee benefit plan consulting

Sell-Side

• Analyze accounting methods and financial reporting practices
• Conversion to Generally Accepted Accounting Principles (GAAP)
• Assess historical quality of earnings and cash flows
• Identify and quantify nonrecurring adjustments to EBITDA
• Evaluate income tax filing positions and quantify potential exposure, if any
• Collaborate with investment banker or broker to address risks and maximize value
• Assist with deal terms
• Provide tax projections and deal structuring to minimize taxes
• Assess quality of working capital and calculate working capital benchmarks
• Document accounting policies and procedures
• Analyze internal controls and systems improvement
• Outsourced accounting staff to assist in document preparation and buy-side diligence requests